UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of JULY, 2005.
Commission File Number: 0-30390
HILTON RESOURCES LTD
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(Translation of registrant's name into English)
#1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F: FORM 20-F [X] FORM 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______
Indicate by check mark whether the registrant by furnishing the information
contained in this Form, is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
YES [ ] NO [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3- 2(b): 82-_____________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.
HILTON RESOURCES LTD
Date: July 20, 2005 /s/ Nick DeMare
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Nick DeMare,
Director
HILTON RESOURCES LTD.
Suite 1305, 1090 West Georgia Street
Vancouver, BC V6E 3V7
INFORMATION CIRCULAR
(Containing information as at July 18, 2005 unless indicated otherwise)
SOLICITATION OF PROXIES
This Information Circular is furnished in connection with the solicitation of
proxies by the management of HILTON RESOURCES LTD. (the "Company") for use at
the Special Meeting of Shareholders of the Company (and any adjournment thereof)
to be held on Thursday, August 18, 2005 at the time and place and for the
purposes set forth in the accompanying Notice of Meeting. While it is expected
that the solicitation will be primarily by mail, proxies may be solicited
personally or by telephone by the regular employees of the Company at nominal
cost. All costs of solicitation by management will be borne by the Company.
The contents and the sending of this Information Circular have been approved by
the Directors of the Company.
APPOINTMENT AND REVOCATION OF PROXIES
The individuals named in the accompanying form of proxy are directors and/or
officers of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO
NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO
SO, EITHER BY STRIKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING
FORM OF PROXY AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE
PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY. A proxy
will not be valid unless the completed form of proxy is received by
COMPUTERSHARE INVESTOR SERVICES INC., Attention: Proxy Department, 9th Floor,
100 University Avenue, Toronto, Ontario, M5J 2Y1, or by fax at 1-866-249-7775,
not less than 48 hours (excluding Saturdays, Sundays and holidays) before the
time for holding the meeting or any adjournment thereof, or delivered to the
Chairman of the meeting prior to the commencement of the meeting.
A Shareholder who has given a proxy may revoke it by an instrument in writing
executed by the shareholder or by his attorney authorized in writing or, where
the shareholder is a corporation, by a duly authorized officer or attorney of
the corporation, and delivered to the head office of the Company, Suite 1305,
1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, at any time up
to and including the last business day preceding the day of the meeting, or if
adjourned, any reconvening thereof, or to the Chairman of the meeting on the day
of the meeting or, if adjourned, any reconvening thereof or in any other manner
provided by law. A revocation of a proxy does not affect any matter on which a
vote has been taken prior to the revocation.
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ADVICE TO BENEFICIAL SHAREHOLDERS
ONLY REGISTERED SHAREHOLDERS OR DULY APPOINTED PROXYHOLDERS ARE PERMITTED TO
VOTE AT THE MEETING. SHAREHOLDERS WHO DO NOT HOLD THEIR SHARES IN THEIR OWN NAME
(REFERRED TO HEREIN AS "NON-REGISTERED SHAREHOLDERS") ARE ADVISED THAT ONLY
PROXIES FROM SHAREHOLDERS OF RECORD CAN BE RECOGNIZED AND VOTED AT THE MEETING.
Non-Registered Shareholders who complete and return an instrument of proxy must
indicate thereon the person (usually a brokerage house) who holds their shares
as a registered Shareholder. Every intermediary (broker) has its own mailing
procedure, and provides its own return instructions, which should be carefully
followed. The instrument of proxy supplied to Non-Registered Shareholders is
identical to that provided to registered Shareholders. However, its purpose is
limited to instructing the registered Shareholder how to vote on behalf of the
beneficial Shareholder.
If common shares are listed in an account statement provided to a Shareholder by
a broker, then in almost all cases those shares will not be registered in such
Shareholder's name on the records of the Company. Such shares will more likely
be registered under the name of the Shareholder's broker or an agent of that
broker. In Canada, the vast majority of such shares are registered under the
name of CDS & Co. (the registration name for The Canadian Depository for
Securities, which company acts as nominee for many Canadian brokerage firms).
Common shares held by brokers or their nominees can only be voted (for or
against resolutions) upon the instructions of the Beneficial Shareholder.
Without specific instructions, brokers/nominees are prohibited from voting
shares for their clients. The directors and officers of the Company do not know
for whose benefit the common shares registered in the name of CDS & Co. are
held.
In accordance with National Instrument 54-101 - Communication with Beneficial
Owners of Securities of a Reporting Issuer, the Company has distributed copies
of the Notice of Meeting, this Circular and the Proxy to the clearing agencies
and intermediaries for onward distribution to Non-Registered Shareholders.
Applicable regulatory policy requires intermediaries/brokers to seek voting
instructions from Non-Registered Shareholders in advance of Shareholders'
meetings unless the Non-Registered Shareholders has waived the right to receive
meeting materials. Every intermediary/broker has its own mailing procedures and
provides its own return instructions, which should be carefully followed by
Non-Registered Shareholders in order to ensure that their common shares are
voted at the Meeting. Often the form of proxy supplied to a Beneficial
Shareholder by its broker is identical to the form of proxy provided by the
Company to the registered Shareholders. However, its purpose is limited to
instructing the registered Shareholder how to vote on behalf of the Beneficial
Shareholder should a non-registered Shareholder receiving such a form wish to
vote at the Meeting, the non-registered Shareholder should strike out the names
of the Management Proxyholders named in the form and insert the non-registered
Shareholder's name in the blank provided and return the materials to the broker
as directed. The majority of brokers now delegate responsibility for obtaining
instructions from clients to ADP Investor Communications ("ADP"). ADP typically
applies a special sticker to the proxy forms, mails those forms to the
Non-Registered Shareholders and asks Non-Registered Shareholders to return the
proxy forms to ADP, ADP then tabulates the results of all instructions received
and provides appropriate instructions respecting the voting of common shares to
be represented at the Meeting. A BENEFICIAL SHAREHOLDER RECEIVING A PROXY WITH
AN ADP STICKER ON IT CANNOT USE THAT PROXY TO VOTE COMMON SHARES DIRECTLY AT THE
MEETING - THE PROXY MUST BE RETURNED TO ADP WELL IN ADVANCE OF THE MEETING IN
ORDER TO HAVE THE COMMON SHARES VOTED. All references to Shareholders in this
Information Circular and the accompanying Instrument of Proxy and Notice of
Meeting are to Shareholders of record unless specifically stated otherwise.
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VOTING OF PROXIES
The shares represented by proxies will, on any poll where a choice with respect
to any matter to be acted upon has been specified in the form of proxy, be voted
in accordance with the specification made.
SUCH SHARES WILL ON A POLL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE
HAS BEEN SPECIFIED OR WHERE BOTH CHOICES HAVE BEEN SPECIFIED BY THE SHAREHOLDER.
The enclosed form of proxy when properly completed and delivered and not revoked
confers discretionary authority upon the person appointed proxy thereunder to
vote with respect to amendments or variations of matters identified in the
Notice of Meeting, and with respect to other matters which may properly come
before the meeting. In the event that amendments or variations to matters
identified in the Notice of Meeting are properly brought before the meeting or
any further or other business is properly brought before the meeting, it is the
intention of the persons designated in the enclosed form of proxy to vote in
accordance with their best judgment on such matters or business. At the time of
the printing of this Information Circular, the management of the Company knows
of no such amendment, variation or other matter which may be presented to the
meeting.
VOTING COMMON SHARES AND PRINCIPAL HOLDERS THEREOF
Authorized Capital: Unlimited number of common shares
Issued and Outstanding: 22,307,355 common shares*
*as of the record date July 18, 2005
Only Shareholders of record at the close of business on July 18, 2005, (the
"Record Date") who either personally attend the Meeting or who have completed
and delivered a form of proxy in the manner and subject to the provisions
described above shall be entitled to vote or to have their common shares voted
at the Meeting.
On a show of hands, every individual who is present as a Shareholder or as a
representative of one or more corporate Shareholders, or who is holding a proxy
on behalf of a Shareholder who is not present at the Meeting, will have one
vote, and on a poll every shareholder present in person or represented by a
proxy and every person who is a representative of one or more corporate
shareholders, will have one vote for each common share registered in his name on
the list of Shareholders, which is available for inspection during normal
business hours at Computershare Investor Services Inc. and will be available at
the Meeting.
As far as the Directors and senior officers of the Company are aware, there are
no persons or companies who beneficially own, directly or indirectly or exercise
control or direction over common shares carrying more than 10% of the voting
rights attached to all outstanding common shares of the Company.
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PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
SHARE CONSOLIDATION AND NAME CHANGE
In order to pursue other property acquisitions and related financings,
management has determined that a capital consolidation is required.
Accordingly, subject to TSX Venture Exchange and shareholder approvals,
management proposes to consolidate all of its issued common shares without par
value on the basis of every ten of such common shares without par value before
consolidation being consolidated into one new common share without par value, or
on the basis of such lesser consolidation ratio as may be in accordance with the
regulations and policy guidelines of the TSX Venture Exchange. There are
currently 22,307,355 common shares without par value issued and outstanding.
After the consolidation, there will be 2,230,755 common shares without par value
issued and outstanding. No fractional common shares of the Company shall be
issued in connection with the consolidation and the number of common shares to
be received by a shareholder shall be rounded down to the nearest whole number
of common shares in the event that such shareholder would otherwise be entitled
to receive a fractional common share upon such consolidation.
In addition, subject to TSX Venture Exchange and shareholder approvals,
management proposes to change the name of the Company to "ROCHESTER RESOURCES
LTD." or such other name as may be determined by the board of directors and
approved by the TSX Venture Exchange and the Corporate Registry (British
Columbia).
"RESOLVED, AS A SPECIAL RESOLUTION, THAT:
(a) the capital of the Company be altered by consolidating all of
the issued common shares on the basis of up to every ten of
such common shares before consolidation being consolidated
into one common share or on the basis of such lesser
consolidation ratio as may be determined by the board of
directors and approved by the TSX Venture Exchange;
(b) the name of the Company be changed from "Hilton Resources
Ltd." to "Rochester Resources Ltd." or such other name as may
be determined by the board of directors and approved by the
TSX Venture Exchange and the Corporate Registry (British
Columbia);
(c) any one director or officer of the Company, be authorized to
execute and deliver all such documents and instruments,
including the amendment to the Notice of Articles, and to do
such further acts, as may be necessary to give full effect to
these resolutions or as may be required to carry out the full
intent and meaning thereof;
(d) notwithstanding that the shareholders of the Company have
passed the proposed share consolidation and name change, the
board of directors of the Company may, by resolution at any
time, in its absolute discretion, determine the time for
implementation of the proposed share consolidation and name
change, including determining the time at which the Notice of
Alterations is to be filed with the Corporate Registry
(British Columbia), and determine not to proceed with the
proposed share consolidation and name change, without further
approval, ratification or confirmation by the shareholders of
the Company; and
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(e) if the consolidation ratio referred to in (a) above is not
acceptable to the TSX Venture Exchange or to the Corporate
Registry (British Columbia), or is otherwise not suitable to
achieve the Company's objectives, the Board of Directors be
and is hereby authorized to change the consolidation ratio to
a consolidation ratio acceptable to the Board of Directors,
the TSX Venture Exchange and the Corporate Registry (British
Columbia) and upon such determination by the Board of
Directors, the resolution in (a) shall be deemed to be amended
accordingly.
A special resolution requires the favourable vote of not less than two-thirds of
the votes cast in person or by proxy at the Meeting.
OTHER MATTERS
Management of the Company knows of no other matters to come before the Meeting
other than those referred to in the Notice of Meeting accompanying this
Information Circular. However, if any other matters properly come before the
Meeting, it is the intention of the persons named in the form of proxy
accompanying this Information Circular to vote the same in accordance with their
best judgment of such matters.
ADDITIONAL INFORMATION
Additional information relating to the Company is on SEDAR at WWW.SEDAR.COM ,
including the information circular for the last shareholders annual meeting held
in November, 2004. Shareholders may contact the Company at #1305 - 1090 West
Georgia Street, Vancouver, BC, V6E 3V7 or by telephone at 604-685-9316 to
request copies of the Company's financial statements and MD&A for its most
recently completed financial year. Financial information is provided in the
Company's comparative financial statements and MD&A for its most recently
completed financial year.